promptly notify University of any use or disclosure of University PHI not permitted under this Agreement. Contractor agrees to notify University of its corrective actions to cure any breaches of this Section, HIPAA, or the HIPAA Privacy Regulations as soon as possible. Contractor understands that University may terminate this Agreement immediately without liability to Contractor if Contractor’s actions are not successful in remedying the breach. University may also report the problem to the Secretary of Health and Human Services. Contractor shall require any of its agents or subcontractors who receive University PHI to be bound by the same restrictions and conditions set forth in this Agreement. Contractor agrees to comply with §164.524 (Access of Individuals to PHI), 164.526 (Amendment of PHI) and 164.528 (Accounting of Disclosures of PHI) of the HlPAA Privacy Regulations. Contractor agrees to make its internal practices, books, and records relating to the use and disclosure of University PHI available to the Secretary of Health and Human Services or University for purposes of determining the Contractor’s compliance with the HIPAA Privacy Regulations. After Contractor has completed working with or using University PHI, Contractor agrees to return or destroy all University PHI, if feasible, and if not feasible, Contractor agrees to continue to protect the University PHI from wrongful uses and disclosures. If Contractor decides to destroy University PHI under this Agreement, Contractor will maintain a record of the proper destruction of University PHI or provide University with notice and certification of proper destruction of University PHI.]

IN WITNESS WHEREOF, University and Contractor have executed and delivered this Agreement as a sealed instrument effective as of the Effective Date.